Covenant of Licensor. Licensor shall not (i) assign any right, title or interest in or to any of the Licensor Marks to any Person, or (ii) license any right, title or interest in or to any of the Licensor Marks to any Person other than (A) to Newco or a subsidiary of Newco that is not one of the other License Subsidiaries (as defined in the Credit Agreement), or (B) as otherwise permitted under the Credit Agreement.
Covenant of Licensor. Each Licensor shall not grant any exclusive license or sublicense to any Person with respect to any Licensed IP in any manner that narrows the non-exclusive licenses granted to the Licensees pursuant to Section 2.01 and Section 2.02. If Licensor transfers or assigns any Owned IP to any third Person, such Person must assume, in writing, such Licensor’s obligations (in its capacity as a Licensor) under this Agreement; provided, however, that, subject to Section 9.03, in no event shall any such transfer or assignment constitute a transfer or assignment to such third Person of any rights as a Licensee under this Agreement. Nevertheless, even absent such written assumption, such Owned IP shall automatically be deemed to be subject to the license granted pursuant to Section 2.01 and such license shall nevertheless continue for the term defined in this Agreement (and shall remain subject to the applicable restrictions and limitations set forth in this Agreement). Any purported license, sublicense, transfer or assignment in violation of this Section 3.02 shall be null and void ab initio and of no force and effect.
Covenant of Licensor. Licensee acknowledges that the Trademarks are not registered for the Media in each country of the Territory. Schedule II lists each country in the Territory where Licensor has obtained a trademark registration or has an application for such registration pending. Licensor will make all reasonable efforts to obtain trademark registrations in additional countries in the Territory as reasonably requested by Licensee. To facilitate the foregoing, Licensee will provide Licensor with written notice indicating the Trademarks and countries where Licensee wishes Licensor to obtain trademark registrations, which will be prioritized by Licensee in accordance with the timing and scope of its anticipated activities in such countries. Licensor makes no representation or warranty that it can obtain the requested trademark registrations in any such country.
Covenant of Licensor. 16 6.5 Cooperation of Parties to Register Trademarks..............16
Covenant of Licensor. (a) Licensor covenants to use any and all proceeds received from Licensee pursuant to Section 2 of this Agreement (other than reasonable amounts necessary for administrative expenses of Licensor such as photocopying and mailing expenses) to satisfy its obligations under the Promissory Note.
(b) At such time as Licensor has satisfied its obligations in full under the Promissory Note, Licensor covenants and agrees to sign, execute and deliver, or cause to be signed, executed and delivered, and to do or make, or cause to be done or made, any and all agreements, instruments, papers, deeds, acts or things, supplemental, confirmatory or otherwise, to transfer all of Licensor's right, title and interest in and to the Assets to Licensee free and clear of any liens or encumbrances."
Covenant of Licensor. The Licensor shall not, under any circumstance license, assim transfer, sell or grant any rights in the Confidential Information or Intellectual Property to any third party. Nor shall the Licensor grant any mortgage. pledge, lien, hypothentication, security interests, charges, or encumbrances in any part of the Confidential Information or Intellectual Property.
Covenant of Licensor. Licensor hereby covenants to AbbVie, on behalf of itself and its Affiliates, that it shall not, and shall cause its Affiliates not to, enter into, discuss or negotiate any agreement (or amendment to any existing agreement) with any Person, written or oral, that would conflict with, be inconsistent with, limit or otherwise diminish (a) the rights granted to AbbVie under this Agreement or (b) the rights that would be granted to AbbVie under the License Agreement if AbbVie were to exercise the Option and the Parties were to enter into the License Agreement.
Covenant of Licensor. Licensor hereby covenants and agrees that the Licensor Patents shall not at any time in future be pledged, hypothecated or in any way used to secure a loan or debt of any kind whatsoever.
Covenant of Licensor. So long as the Rights of Reference are held by Licensee, Licensor shall take all actions and make all payments and submissions necessary to maintain each of the Gestiva IND, Gestiva NDA and Gestiva Orphan Drug Designation in compliance with all applicable laws, regulations and then-current guidance of the FDA. Licensor shall provide to Licensee copies of all Gestiva IND submissions and correspondence, all Gestiva NDA submissions and correspondence and all Gestiva Orphan Drug Designation correspondence (collectively, the “Post-Approval Regulatory Documentation”) occurring after the Effective Date and until the termination of the Rights of Reference as provided in Section 4.3. The Post-Approval Regulatory Documentation shall be provided by Licensor to Licensee on a reasonably current basis.
Covenant of Licensor. Licensor covenants to Licensee that：
11.5.1. During the Term, Licensor will not assign, transfer, convey or encumber, its right, title or interest in or to the Licensed Technology in a manner that would prevent or otherwise impede Licensee from Developing, Manufacturing or Commercializing the Licensed Compound and Licensed Product in the Field in the Territory;
11.5.2. During the Term, Licensor will deliver to Licensee pursuant to the Technology Transfer Plan all Licensed Know-How materially relating to the Licensed Compound and/or Licensed Product existing at the Effective Date that is necessary or reasonably useful for the Development, Manufacturing, and Commercialization of the Licensed Compound or any Licensed Product in the Field and in the Territory;
11.5.3. Licensor and its Affiliates, and their respective contractors have conducted and shall conduct, all activities, to the extent part of Licensor’s obligations under this Agreement, in good scientific manner and in material compliance with all applicable Regulatory requirements and standards and all Applicable Laws;
11.5.4. Licensor (i) shall have and maintain facilities, personnel, experience and expertise sufficient in quality and quantity to perform its obligations hereunder, (ii) shall perform its obligations hereunder with reasonable due care and in conformity with current generally accepted industry standards and procedures, and (iii) shall establish and maintain appropriate quality assurance, quality controls and review procedures to ensure good standard performance of its obligations hereunder.
